<PAGE>   1
No securities commission or similar authority in Canada or the United States
has in any way passed upon the merits of this Share Purchase offer and any
representation to the contrary is an offence.


                                                            Date: March 14, 1997


                              SHARE PURCHASE OFFER


TO:  The Holders of Class "A" voting shares without par value of IPC
     International Power Corp. ("IPC")

1.   The Offer

     SNC-Lavalin Equity (B.C.), Inc. (the "Offeror"), a company incorporated
under the laws of the province of British Columbia, hereby offers to purchase,
on the terms and conditions set forth below, from the holders thereof all of
the issued and outstanding fully paid and non-assessable Class "A" voting
shares without par value in the capital of IPC (the "Shares") at a price per
Share of U.S. $1.35 (the "Offer").


2.   Definitions   

     In this Offer:

     (a)  "Closing" means the completion of the purchase of Shares in the
          event that the Offeror becomes bound or elects to take up and pay
          for the Shares deposited and not withdrawn under the Offer;

     (b)  "Closing Date" means April 16, 1997;

     (c)  "Closing Time" means 2:00 p.m., Vancouver time, on the Closing Date;

     (d)  "Depositary" means Clark, Wilson, Barristers and Solicitors, 800 -
          885 West Georgia Street, Vancouver, British Columbia, V6C 3H1;

     (e)  "Offer Period" means the period commencing March 14, 1997, and
          ending at 4:00 p.m. Vancouver time on the Termination Date;

     (f)  "Termination Date" means April 13, 1997; and

     (g)  "$" or any reference herein to any dollar amount shall mean U.S.
          dollars, unless otherwise specified.


<PAGE>   2

                                     - 2 -


3.   Manner and Time of Acceptance

     The Offer may be accepted by a holder of Shares (a "Shareholder") only by
delivering the following documents during the Offer Period to the Depositary at
the address set out in the Letter of Acceptance and Transmittal accompanying
this Offer:

     (a)  share certificates representing all, but not less than all, of the
          Shares owned by such holder; and

     (b)  a Letter of Acceptance and Transmittal in the form accompanying this
          Offer, duly completed and signed with signatures notarized in
          accordance with the instructions thereto.

     Enclosed for this purpose is a self-addressed return envelope.

     The Letter of Acceptance and Transmittal must be completed and executed
and the execution thereof notarized, all as therein specified.  The Offeror
reserves the right to permit the holder of Shares to accept the Offer in a
manner other than as set out above.

     Any use of the mails to forward the Share certificates and Letter of
Acceptance and Transmittal will be at the risk of the Shareholder.  If the
Share certificates and Letter of Acceptance and Transmittal are forwarded by
mail, Shareholders are advised to use registered mail for their own protection.

     All questions as to the validity, form, eligibility (including time of
receipt) and acceptability of any Shares tendered will be determined by the
Offeror, whose determination will be final and binding.  The Offeror reserves
the absolute right to reject any and all tenders of Shares not in proper form
or the payment for which would, in the opinion of the Offeror's counsel, be
unlawful, or to waive any of the conditions of the Offer as herein set forth or
any defect or irregularity in the tender of any Shares, and the Offeror's
interpretation of the terms and conditions of the Offer will be final and
binding.  Neither the Offeror nor the Depositary will be under any duty to give
notification of any defects or irregularities in tenders or will incur any
liability for failure to give such notification.

     The acceptance of the Offer pursuant to any of the procedures herein set
forth will constitute an agreement between the tendering Shareholder and the
Offeror in accordance with the terms and subject to the conditions of the
Offer.

4.   Assumptions

     In making this Offer, the Offeror has assumed that IPC's assets will
include, as at the Closing Date, a cash balance, net of all liabilities of not
less than Four Hundred and Fifty Thousand ($450,000.00) U.S. Dollars, that IPC
is the registered and beneficial owner of all of the issued and outstanding
shares in the capital of IPC Transpower Corporation, free and clear of all
liens, charges and encumbrances whatsoever, that IPC Transpower Corporation is
the 

<PAGE>   3

                                     - 3 -



registered and beneficial owner of all of the issued and outstanding shares
in the capital of SEP Holdings Ltd., free and clear of all liens, charges and
encumbrances whatsoever, and that SEP Holdings Ltd. is the registered owner of
7,630,121 freely trading shares in the capital of Southern Electric Power
Company Limited which it holds in trust for B.C. Hydro International Transpower
Corp.

5.   Conditions of Offer

     The Offeror will have the right to withdraw the Offer and not take up and
pay for the Shares by giving written notice to that effect to the Depositary, 
if, on or before the expiry of the Offer Period, or such later date as the 
Offeror may determine:

     (a)  the aggregate of the Shares duly deposited and not withdrawn will
          equal less than nine-tenths of the issued Shares as at the
          Termination Date;

     (b)  the Offeror shall determine that the results of its review of the
          assets, business and future prospects of IPC are not satisfactory to
          the Offeror, in its sole and absolute discretion;

     (c)  the terms of an agreement which IPC will enter into with British
          Columbia Hydro International Limited on the Closing Date in respect
          of their ongoing relationship has not been approved by the Offeror;

     (d)  the Offer has not been approved by the board of
          directors of SNC-Lavalin Group Inc.; or

     (e)  the transfer of all of the Shares acquired by the Offeror pursuant
          to the Offer has not been approved by the board of directors of IPC.

     The foregoing conditions are inserted for the benefit of the Offeror and
may be waived by the Offeror at its sole option in whole or in part.

     If the Offer of the Offeror is withdrawn, the Depositary will return all
Share certificates and Letters of Acceptance and Transmittal to the parties who
deposited them.

6.   Shareholders' Right of Withdrawal

     EXCEPT AS PROVIDED IN THIS SECTION, ALL DEPOSITS OF SHARES PURSUANT TO THE
OFFER ARE IRREVOCABLE.

     Shares deposited in acceptance of the Offer may be withdrawn by the person
who deposited such Shares:

<PAGE>   4

                                     - 4 -



     (a)  within ten days of delivery of a notice of change to the terms of
          the Offer (other than a change consisting of the waiver of a
          condition or an increase in the consideration offered for the
          Shares; and

     (b)  where the Shares have not been taken up and paid for by the Offeror
          by the Closing Date.

     In the event of a variation in the Offer resulting from an increase in the
Offer price, such increased price will be paid to each holder whose Shares are
acquired by the Offeror whether before or after such variation.

     Notice of withdrawal of the Shares deposited must be in writing by the
depositing Shareholder thereof or his agent, must be actually received by the
Depositary prior to payment being made pursuant to section  hereof, must be
signed by the person who deposited the Shares and must specify such person's
name, the number of Shares to be withdrawn and the name of the registered holder
of and the certificate number shown on each certificate evidencing the Shares to
be withdrawn.

7.   Payment for Securities Taken Up

     If the Offeror becomes bound or elects to take up and pay for the Shares
deposited and not withdrawn under the Offer, the Offeror will, on the Closing
Date, take up and pay for such Shares by cash, certified cheque or bank draft
for the full price specified in Section  hereof.  In the event that this Offer
is kept open after that date, Shares duly deposited thereafter will be taken up
and paid for within a reasonable time after being duly deposited.

     Provided the Offeror has become bound or has elected to take up and pay
for the Shares deposited, if at the expiry of the Offer, the Offeror acquires
not less than nine-tenths of the issued Shares (other than shares, if any,
already held at date of the Offer by the Offeror or a nominee for the Offeror
or its affiliate), the Offeror may elect to acquire the remaining Shares in
accordance with the provisions of Section 279 of the Company Act (British
Columbia).

     If a Shareholder is not a resident of Canada within the meaning of Section
116 of the Income Tax Act (Canada), the Offeror will have the right to hold
back from the purchase price that would otherwise have been payable to such
Shareholder such amount as the Offeror's solicitors determine to be the maximum
amount that the Offeror may be liable to pay to Revenue Canada in connection
with such Shareholder's non-resident disposition of the Shares to the Offeror.

8.   Notice

     Any notice which the Offeror or the Depositary may provide, give or cause
to be given under the Offer will be deemed to have been properly given if it is
mailed to the registered Shareholders of IPC at their respective addresses
appearing in the registers of IPC and will be deemed to have been received on
the third business day following mailing.  These provisions 


<PAGE>   5

                                     - 5 -


apply notwithstanding any accidental omission to provide or give notice to any 
one or more Shareholders and notwithstanding interruption of mail service in 
the United States, Canada or elsewhere following mailing.

9.   Governing Law

     The Offer and any agreement resulting from the acceptance of the Offer
will be governed by and construed in accordance with the laws of British
Columbia.


                                          SNC-LAVALIN EQUITY (B.C.), INC.  

                                          Per:


                                          /s/ R. Dolan      
                                          _________________________________ 
                                          Authorized Signatory


<PAGE>   6



                      LETTER OF ACCEPTANCE AND TRANSMITTAL


Certificates representing Class "A" voting shares (the "Shares") in the capital
of IPC International Power Corp. (the "Corporation") being deposited pursuant
to the offer (the "Offer") by SNC-Lavalin Equity (B.C.), Inc. dated March 14,
1997 must accompany this Letter of Acceptance and Transmittal.

The Offer will expire at 4:00 p.m., Vancouver time, on April 13, 1997, unless
extended.


TO:      SNC-Lavalin Equity (B.C.), Inc. (the "Purchaser")

AND TO:  Clark, Wilson, barristers and solicitors, as Depositary (the
         "Depositary") at its offices as set out in the accompanying
         Instructions.


The undersigned shareholder:

1.    Acknowledges receipt of the Offer annexed hereto;


2.    Subject only to the rights of withdrawal set out in the Offer, irrevocably
accepts the terms of the Offer and deposits, sells, assigns and transfers to
the Purchaser all right, title and interest in the number of Shares described
below including all right, title and interest to any cash or stock dividends,
or any other distribution made with respect thereto payable to shareholders of
record on a date prior to the date when the Shares acquired pursuant to the
Offer are transferred into the name of the Purchaser or its nominee on the
stock transfer records of the Corporation:

                    SHARES OF IPC INTERNATIONAL POWER CORP.

<TABLE>
<CAPTION>
Certificate
Number(s)             Name(s) in which Registered         Number of Shares
-----------           ---------------------------         ----------------  
<S>                   <C>                                 <C>
   49A                Dusty Mac Oil & Gax Ltd.                 750,000    
</TABLE>

3.    Represents and warrants that:

      (a)  the undersigned has full power and authority to tender and sell to
           the Purchaser without restriction the deposited Shares and other than
           that the Purchaser will acquire good and unencumbered title thereto
           free and clear of all liens, restrictions, charges and encumbrances
           and not subject to any adverse claim;

      (b)  the deposited Shares are validly issued to the undersigned and are
           outstanding as fully paid and non-assessable in the capital of the
           Corporation;

           (i)  the need for written approval of the Corporation to any transfer
                of the Shares pursuant to the subscription agreement between the
                Corporation and the undersigned; and

           (ii) the restriction on transfer contained in the Corporation's
                articles


<PAGE>   7

                                     - 2 -


      (c)  the deposited Shares represent all of the Shares of the Corporation
           of which the undersigned is the registered or beneficial owner and
           the undersigned has no option or right to require the Corporation to
           issue any further or other shares in its capital or any other
           security convertible or exchangeable into shares in its capital; and

      (d)  unless the address for the undersigned specified below indicates
           otherwise, the undersigned is a resident of Canada within the
           meaning of section 116 of the Income Tax Act (Canada).

4.    Will execute, upon request, any additional documents necessary or 
desirable to complete such sale and transfer of the deposited Shares;

5.    Irrevocably constitutes and appoints the Depositary the undersigned's
attorney-in-fact with respect to the deposited Shares with full power of
substitution, to deliver the deposited Shares together with all accompanying
evidences of authority to or upon the order of the Purchaser upon receipt by
the Depositary of the full purchase price payable in consideration therefor and
to cause the deposited Shares to be transferred on the books of the
Corporation; and

6.    Directs the Depositary and/or the Purchaser to issue or cause to be 
issued a cheque of the Depositary representing the full amount of the cash 
purchase price to which the undersigned is entitled under the Offer, 
registered and issued in the name and mailed to the address of the undersigned 
appearing in the register of holders of Shares, or in the name and to the 
address indicated by the undersigned below:



         TransGlobe Energy Corporation (prev. Dusty Mac Oil & Gas Ltd.)
  ___________________________________________________________________________
                             (Name - Please Print)


               #808-1111 West Hastings St. Vancouver, BC V6E 3R2
  ___________________________________________________________________________
                                   (Address)

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and all obligations of the undersigned
herein shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.



Executed before me at Vancouver, BC    )
this 19th day of March ____, 1997.     )
                                       )
         /s/ Tracey Gibb               )            /s/ Ross Clarkson
------------------------------------   )   ------------------------------------
                                       )   Signature of Duly Authorized
A Notary Public for British Columbia   )   Representative of Shareholder
                                       )   President - TransGlobe Energy
                                       )   Corporation
                                       )
                                       )                See above
                                       )   ------------------------------------
                                       )   (Name and address of Shareholder --
                                       )    please print)